The special committee is composed of independent directorsWalter L. Weisman, Lawrence S. Kaplan and George A. Vandeman, withWeisman as chairman. Weisman is a past chairman and chief executiveofficer of American Medical International Inc., Kaplan is a retiredErnst & Young partner who headed that firm's REIT advisoryservices group and Vandeman is a retired Amgen SVP and generalcounsel who heads his own private investment firm.

In addition to forming the committee and releasing thestandstill agreements, Maguire has amended the company's bylaws toreduce the advance notice required to submit director nominationsand other proposals for action at an annual shareholders meeting to60 days from its previous 90 days. According to Weisman, thespecial committee will "look at all reasonable strategicalternatives" that serve the goal of enhancing shareholdervalue.

However, Weisman says, "We are prepared to wait if the time andopportunity are not right."